ex101.htm


    Exhibit 10.1

     

    COMMON
STOCK PURCHASE AGREEMENT

    


    Private
and Confidential

    


    THIS COMMON STOCK PURCHASE AGREEMENT,
(the “Agreement”) made the late date as executed below (the “Effective Date”),
by and among Belmont Partners, LLC, a Virginia limited liability company, with a
principal address of 360 Main Street, Washington, VA 22747 (“Buyer”), Brian
Jaggard an individual, (“Jaggard”) and Douglas Dunn, an individual (“Dunn”)
(Jaggard and Dunn each a “Seller” and collectively the “Sellers”) and Yzapp
International, Inc. organized in the state of Nevada and a public vehicle traded
under symbol “YZPI” (the “Company”) (Buyer, Sellers and Company each a “Party”
and collectively the “Parties”).

    


    W I T N E
S S E T H:

    


    WHEREAS, the Company currently has
approximately eleven million seven hundred forty six thousand forty one
(11,746,041) common shares issued and outstanding and no preferred shares issued
and outstanding and Sellers own a majority of the common stock of the Company
consisting of approximately five million nine hundred ninety thousand four
hundred eighty one (5,990,481) representing at least fifty one percent (51%) of
the issued and outstanding common stock shares of the Company (the “Stock”);
and

    


    WHEREAS,
Sellers wish to sell and Buyer wishes to purchase the Stock from
Sellers;

    


    NOW, THEREFORE, in consideration of the
mutual promises, covenants, and representations contained herein, and subject to
the terms and conditions hereof, the Parties agree as follows:

    


    1. Agreement to Purchase and
Sell.  Sellers will sell to Buyer and Buyer agrees to purchase
the Stock of the Company for sixty two thousand U.S. Dollars ($62,000.00) (the
“Purchase Price”), on or about five (5) business days from the Effective Date
(the “Closing”), payable according to the terms and conditions set forth in
Section 2 herein.

    


    2. Payment
Terms.

    


    a) On or
before the Closing, Buyer shall deposit sixty two thousand U.S. Dollars
($62,000.00) with Dennis Brovarone the “Escrow Agent”), on behalf of the Buyer
(the “Escrowed Funds”).  Upon Closing, the Buyer shall cause the
Escrowed Funds to be released to the Seller.

    


    b) On or
before the Closing, Sellers shall deposit the certificate(s) representing the
Stock into escrow with the Escrow Agent (the “Escrowed Stock”).  Upon
Closing, the Sellers shall cause the Escrowed Stock to be released to the
Buyer.

    


    3. Closing. On or before
the Closing the Parties shall perform:

    

      
        
          
            


            


            Belmont/YZPI/Stock
Purchase Agreement Page 1of  8

            Buyer:
____

            Seller:
____

            Company:
____

          

           


        

        
          1

          
            

          

        

        
           


        

      

    

     

    a) Buyer and
Sellers shall exchange fully executed copies of this Agreement;

    


    b) Sellers
shall cause the board of directors of the Company to execute a resolution
approving the terms of this Agreement and whereby all current Director’s resign
and Buyer, or Buyer’s designee, is appointed as the sole Director of the Company
(the “Appointment”);

    


    c) Sellers
shall deliver to the Buyer the Appointment;

    


    d) Sellers
shall deliver to the Buyer the certificate(s) evidencing the Stock.

    


    e) Sellers
shall deliver to the Buyer fully executed documentation to completely effectuate
the transfer of stock pursuant to this Agreement;

    


    f) Sellers
shall deliver to the Buyer true and correct copies of all of the Company’s
business, financial and corporate records including but not limited to:
correspondence files, bank statements, checkbooks, minutes of shareholder and
directors meetings, financial statements, shareholder listings, stock transfer
records, agreements and contracts (collectively the “Records”).

    


    4. Representations and
Warranties of Company and Sellers.  Company and Sellers hereby
represent and warrant to Buyer that the statements in the following paragraphs
of this Section 4 are all true and complete as of the date hereof, and shall be
true and correct as of the Closing:

    


    a) Title to
Stock.  Sellers have sole managerial and dispositive authority with
respect to the Stock and have not granted any person a proxy that has not
expired or been validly withdrawn.  In addition, as of the date of
Closing, there are no preferred shares issued and outstanding. The sale and
delivery of the Stock to Buyer pursuant to this Agreement will vest in Buyer the
legal and valid title to the Stock, free and clear of all liens, security
interests, adverse claims or other encumbrances of any character whatsoever
(“Encumbrances”) (other than Encumbrances created by Buyer and restrictions on
resales of the Stock under applicable securities laws).

    


    b) Shareholder
List.  The shareholder list provided by Sellers to Buyer pursuant to
Section 3(f) herein, shall be fully reconcilable with the current records of the
Depository Trust & Clearing Corporation (the “DTC”).

    


    c) Liabilities
of the Company. The Company has no liabilities, except as disclosed in Exhibit
1, likely to have a Material Adverse Effect on the business or financial
condition of the Company.  For purposes of this Agreement, Material
Adverse Effect shall mean any liability of the Company as of the Closing which
would require a payment by the Company in excess of two thousand dollars
($2,000.00) in the aggregate.

    


    d) Full
Power and Authority. Sellers represent that they have full power and authority
to enter into this Agreement, to transfer the Stock to the Buyer and to transfer
control of the Company to the Buyer.

     

    

      
        
          
            


            


            Belmont/YZPI/Stock
Purchase Agreement Page 2 of  8

            Buyer:
____

            Seller:
____

            Company:
____

          

           


        

        
          2

          
            

          

        

        
           


        

      



    e) As of the
date of Closing, the Company is duly organized and in good standing in the state
of Nevada.

    


    f) Warrants
and Options.  As of the date of Closing, the Company does not have any
outstanding warrants and/or options except as stated in this
Agreement.

    


    g) Sellers
have been duly appointed as Directors of the Company and any and all other
directors have previously resigned or been properly terminated.  In
addition, any and all officers of the Company have previously
resigned.  Sellers and Company shall deliver to Buyer all documents
necessary to demonstrate to all interested regulatory bodies and agencies,
Sellers’ proper and lawful appointment to the Company’s board of directors and
any and all prior resignations and/or terminations of former Directors and
officers.

    


    5. Representations and
Warranties of Buyer.  Buyer hereby represents and warrants to
Sellers and Company that the statements in the following paragraphs of this
Section 5 are all true and complete as of the date hereof:

    


    a) Exempt
Transaction. Buyer understands that the offering and sale of the Stock is
intended to be exempt from registration under the Securities Act of 1933, as
amended (the “Act”) and exempt from registration or qualification under any
state law.

    


    b) Full
Power and Authority.  Buyer represents that it has full power and
authority to enter into this Agreement.

    


    c) SEC
Filings.  Buyer represents that it will complete the proper SEC filings for
the Company, to include the filing of an 8k regarding the change in board
members upon the Closing of this transaction.

    


    d) SEC
Regulations.  Buyer represents that it will fully comply with SEC
Regulations, to include Rule 144, during resale or distribution of the Company
stock.

    


    e) Information
Concerning the Company.  Based upon Seller and Company’s prior
disclosures to Buyer, in addition to Buyer’s own due diligence with respect to
the Company and its liabilities, Buyer believes it has enough information upon
which to base an investment decision in the Stock.

    


    f) Investment
Experience.  The Buyer understands that purchase of the Stock involves
substantial risk.  The Buyer:

    


    (i) has
experience as a purchaser in securities of companies in the development stage
and acknowledges that it can bear the economic risk of Buyer’s investment in the
Stock; and

    


      
        
          
            


            


            Belmont/YZPI/Stock
Purchase Agreement Page 3 of  8

            Buyer:
____

            Seller:
____

            Company:
____

          

           


        

        
          3

          
            

          

        

        
           


        

      

    

     

    (ii) has such
knowledge and experience in financial, tax and business matters so as to enable
Buyer to evaluate the merits and risks of an investment in the Stock, to protect
Buyer’s own interests in connection with the investment and to make an informed
investment decision with respect thereto.

    


    g) Restricted
Securities. Buyer understands that the Stock is characterized as
“restricted securities” under the Act inasmuch as they were acquired from the
Company in a transaction not involving a public offering.

    


    6. Remedies of
Discrepancies.  Should it be discovered that the shareholder
list does not reconcile with the DTC as stipulated in Section 4(b) herein (“List
Discrepancy”), and/or the Security and Exchange Commission (“SEC”) finds that
the provided resignations/terminations of the former board members and/or
officers, as stipulated in Section 4(g) herein, are insufficient (“Resignation
Discrepancy”) (List Discrepancy and Resignation Discrepancy collectively the
“Discrepancies”), and upon Seller’s receipt of Notification regarding the
Discrepancies, Seller shall take all actions necessary to cure the discrepancies
within fifteen (15) business days from the date of Notification.  Upon
the date of Notification, and on each business day thereafter, Seller shall pay
to Buyer one hundred U.S. Dollars ($100.00) per business day for Seller’s breach
of warranty.  If, upon the sixteenth (16th)
business day from the date of Notification, the Discrepancies have not been
cured by Seller, Buyer shall, upon its discretion, take any and all actions
necessary to expeditiously cure any remaining Discrepancies at a rate of four
hundred U.S. Dollars ($400.00) a day, plus any incurred expenses, to be paid by
Seller.

    


    7. Covenant Not to Sue;
Indemnification.

    


    a) In
consideration of this Agreement, Sellers and Company covenant and agree, for
themselves and for their agents, employees, legal representatives, heirs,
executors or assigns (collectively the “Covenantors”), to refrain from making,
directly or indirectly, any claim or demand, or to commence, facilitate
commencement or cause to be prosecuted any action in law or equity against
Buyer, its members, officers, directors, agents, employees, attorneys,
accountants, consultants subsidiaries, successors, affiliates and assigns
(collectively the “Buyer Covenantees”), on account of any damages, real or
imagined, known or unknown, which Covenantors ever had, has or which may
hereafter arise with respect to any and all disputes, differences, controversies
or claims arising out of or relating to this Agreement and the transactions
contemplated hereby, including but not limited to any question regarding the
existence, content, validity or termination of this Agreement. The terms and
conditions of this Section 6(a) shall be a complete defense to any action or
proceeding that may be brought or instituted by Covenantors against the Buyer
Covenantees, and shall forever be a complete bar to the commencement or
prosecution of any action or proceeding with regard to this Agreement by
Covenantors against the Buyer Covenantees.

    


    b) Covenantors
shall indemnify and hold harmless the Buyer Covenantees from and against
any and all losses, damages, expenses and liabilities (collectively
“Liabilities”) or actions, investigations, inquiries, arbitrations, claims or
other proceedings in respect thereof, including enforcement of this Agreement
(collectively “Actions”) (Liabilities and Actions are herein collectively
referred to as “Losses”).   Losses include, but are not limited
to, all reasonable legal fees, court costs and other expenses incurred in
connection with investigating, preparing, defending, paying, settling or
compromising any suit in law or equity arising out of this
Agreement.

     

    
      
        
          
            


            


            Belmont/YZPI/Stock
Purchase Agreement Page 4 of  8

            Buyer:
____

            Seller:
____

            Company:
____

          

           


        

        
          4

          
            

          

        

        
           


        

      



    8. Termination. The
Parties may not, except for a material breach or failure of a condition or
requirement, terminate this Agreement.

    


    9. Successors and
Assigns.  The terms and conditions of this Agreement shall
inure to the benefit of and be binding upon the respective successors and
assigns of the Parties.

    


    10. Counterparts. This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
Agreement.  A telefaxed copy of this Agreement shall be deemed an
original.

    


    11. Headings.  The
headings used in this Agreement are for convenience of reference only and shall
not be deemed to limit, characterize or in any way affect the interpretation of
any provision of this Agreement.

    


    12. Costs,
Expenses.  Each Party hereto shall bear its own costs in
connection with the preparation, execution and delivery of this
Agreement.

    


    13. Modifications and
Waivers.  No change, modification or waiver of any provision of
this Agreement shall be valid or binding unless it is in writing, dated
subsequent to the Effective Date of this Agreement, and signed by all Parties.
No waiver of any breach, term, condition or remedy of this Agreement by any
Party shall constitute a subsequent waiver of any other breach, term, condition
or remedy.  All remedies, either under this Agreement, by law, or
otherwise afforded the Parties shall be cumulative and not
alternative.

    


    14. Severability. If
one or more provisions of this Agreement are held to be unenforceable under
applicable law, such provision(s) shall be excluded from this Agreement and the
balance of the Agreement shall be interpreted as if such provision(s) were so
excluded and shall be enforceable in accordance with its terms.

    


    15. Entire Agreement.
This Agreement constitutes the entire agreement and understanding of the Parties
with respect to the subject matter hereof and supersedes any and all prior
negotiations, correspondence, agreements, understandings duties or obligations
between the Parties with respect to the subject matter hereof.

    


    16. Further
Assurances.  From and after the date of this Agreement, upon
the request of any Party, the Parties shall execute and deliver such
instruments, documents or other writings as may be reasonably necessary or
desirable to confirm and carry out and to effectuate fully the intent and
purposes of this Agreement.

    


    17. Term,
Survival.  This Agreement is effective from the Effective Date
hereof, and shall remain in effect until all the rights and obligations of the
Parties hereto have been fully performed, however Sections 4, 5, 7(a), 7(b), 20
and 21 shall survive this Agreement.

    


    
      
        
          
            


            


            Belmont/YZPI/Stock
Purchase Agreement Page 5 of  8

            Buyer:
____

            Seller:
____

            Company:
____

          

           


        

        
          5

          
            

          

        

        
           


        

      

    

     

    18. No Oral
Representations. No oral or written representations have been made
other than or in addition to those stated in this Agreement as of the date of
Closing. The Parties are not relying on any oral statements made by any other
Party, their representatives or affiliates regarding this
Agreement.

    


    19. Notices.  All
notices or other communications required or permitted by this Agreement shall be
in writing and shall be deemed to have been duly received:

    


    a) if given
by telecopier, when transmitted and the appropriate telephonic confirmation
received if transmitted on a business day and during normal business hours of
the recipient, and otherwise on the next business day following
transmission;

    


    b) if given
by certified or registered mail, return receipt requested, postage prepaid,
three business days after being deposited in the U.S. mails; and

    


    c) if given
by courier or other means, when received or personally delivered, and, in any
such case, addressed as indicated herein, or to such other addresses as may be
specified by any such Party to the other Party pursuant to notice given by such
Party in accordance with the provisions of this Section 19.

    


    20. Arbitration.  Any
controversy or claim arising out of or relating to this Agreement, or the breach
thereof, shall be settled by arbitration administered by the American
Arbitration Association in accordance with its Commercial [or other] Arbitration
Rules [including the Optional Rules for Emergency Measures of Protection], and
judgment on the award rendered by the arbitrator(s) may be entered in any court
having jurisdiction thereof.

    


    21. Insider
Trading.  The Parties hereby certify that they have not
themselves, nor through any third parties, purchased nor caused to be purchased
in the public marketplace any publicly traded shares of the
Company.  The Parties further certify they have not communicated the
nature of the transactions contemplated by this Agreement, are not aware of any
disclosure of non public information concerning said transactions, and are not a
party to any insider trading of Company shares.

    


    [Balance
of Page Intentionally Left Blank]


    
      
        
          


          


          Belmont/YZPI/Stock
Purchase Agreement Page 6 of  8

          Buyer:
____

          Seller:
____

          Company:
____

        

         


      

      
        6

        
          

        

      

      
         


      

    


    In Witness
Whereof, the parties hereto have executed this Agreement as of the date
last written below.

    


     

    
      
        
          	BUYER	 	 	SELLER	 
	 	 	 	 	 
	BELMONT
      PARTNERS, LLC	 	 	JAGGARD	 
	 	 	 	 	 
	
                  /s/
      

                	 	 	
                  /s/
      

                	 
	
                  By:  Joseph
      Meuse, Managing Member  

                	 	 	
                  By:  Brian
      Jaggard, Individual

                	 


        

      

    

                                                                    

    
      	COMPANY	 	 	SELLER	 
	 	 	 	 	 
	YZAPP INTERNATIONAL,
      INC.  	 	 	DUNN	 
	 	 	 	 	 
	
              /s/
      

            	 	 	
              /s/ 

            	 
	By: Brian Jaggard,
      Director 	 	 	By: Douglas Dunn,
      Individual	 


    

     

    
      	
              /s/
      

            	 	 	
               

            	 
	By: Douglas Dunn,
      Director	 	 	
               

            	 




    
      
        
          Belmont/YZPI/Stock
Purchase Agreement, Page 7 of  8

          


        

         


      

      
        7

        
          

        

      

      
         


      

    


    EXHIBIT
1

    


    
      	 
      	 
      	
              Type

            	 
      	
              Date

            	 
      	
              Num

            	 
      	
              Account

            	 
      	
              Amount

            	 
      	
              Balance

            
	
              Automated
      Filing Services Inc.

            	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
              0.00

            
	 
      	 
      	
              Bill

            	 
      	
              11/26/2007

            	 
      	
              inv.711146

            	 
      	
              Accounts
      Payable

            	 
      	
              538.48

            	 
      	
              538.48

            
	 
      	 
      	
              Bill

            	 
      	
              12/18/2007

            	 
      	
              inv.712089

            	 
      	
              Accounts
      Payable

            	 
      	
              284.08

            	 
      	
              822.56

            
	 
      	 
      	
              Bill
      Pmt -Cheque

            	 
      	
              03/14/2008

            	 
      	
              141

            	 
      	
              Accounts
      Payable

            	 
      	
              -822.56

            	 
      	
              0.00

            
	
              Total
      Automated Filing Services Inc.

            	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
              0.00

            	 
      	
              0.00

            
	
              Clark
      Wilson

            	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
              0.00

            
	 
      	 
      	
              Bill

            	 
      	
              11/01/2007

            	 
      	
              inv.1771709

            	 
      	
              Accounts
      Payable

            	 
      	
              494.91

            	 
      	
              494.91

            
	 
      	 
      	
              General
      Journal

            	 
      	
              11/01/2007

            	 
      	 
      	 
      	
              Accounts
      Payable

            	 
      	
              -494.91

            	 
      	
              0.00

            
	 
      	 
      	
              Bill

            	 
      	
              01/01/2008

            	 
      	
              inv.1775829

            	 
      	
              Accounts
      Payable

            	 
      	
              6,237.63

            	 
      	
              6,237.63

            
	 
      	 
      	
              General
      Journal

            	 
      	
              01/01/2008

            	 
      	 
      	 
      	
              Accounts
      Payable

            	 
      	
              -2,005.09

            	 
      	
              4,232.54

            
	
              Total
      Clark Wilson

            	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
              4,232.54

            	 
      	
              4,232.54

            
	
              Dennis
      Brovarone (USD)

            	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
              1,260.00

            
	 
      	 
      	
              Bill

            	 
      	
              11/06/2007

            	 
      	
              inv.2007-1633

            	 
      	
              Accounts
      Payable

            	 
      	
              100.00

            	 
      	
              1,360.00

            
	
              Total
      Dennis Brovarone (USD)

            	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
              100.00

            	 
      	
              1,360.00

            
	
              Edgar
      Tech & Bus Serv (USD)

            	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
              -382.00

            
	
              Total
      Edgar Tech & Bus Serv (USD)

            	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
              -382.00

            
	
              Manning
      Elliott LLP

            	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
              0.00

            
	 
      	 
      	
              Bill

            	 
      	
              01/31/2008

            	 
      	
              inv.169037

            	 
      	
              Accounts
      Payable

            	 
      	
              12,163.50

            	 
      	
              12,163.50

            
	
              Total
      Manning Elliott LLP

            	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
              12,163.50

            	 
      	
              12,163.50

            
	
              Nevada
      Corp HdQ (USD)

            	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
              385.00

            
	
              Total
      Nevada Corp HdQ (USD)

            	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
              385.00

            
	
              NI
      Cameron Inc (CAD)

            	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
              0.00

            
	 
      	 
      	
              Bill

            	 
      	
              12/18/2007

            	 
      	 
      	 
      	
              Accounts
      Payable

            	 
      	
              371.00

            	 
      	
              371.00

            
	
              Total
      NI Cameron Inc (CAD)

            	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
              371.00

            	 
      	
              371.00

            
	
              Pacific
      Stock Transf Comp (USD)

            	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
              0.00

            
	 
      	 
      	
              Bill

            	 
      	
              01/31/2008

            	 
      	
              inv.1031/11052007

            	 
      	
              Accounts
      Payable

            	 
      	
              70.00

            	 
      	
              70.00

            
	
              Total
      Pacific Stock Transf Comp (USD)

            	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
              70.00

            	 
      	
              70.00

            
	
              Q4
      Financial Group (USD)

            	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
              21,055.00

            
	 
      	 
      	
              Bill
      Pmt -Cheque

            	 
      	
              10/01/2007

            	 
      	
              136

            	 
      	
              Accounts
      Payable

            	 
      	
              -5,000.00

            	 
      	
              16,055.00

            
	 
      	 
      	
              Bill
      Pmt -Cheque

            	 
      	
              10/01/2007

            	 
      	
              Debit

            	 
      	
              Accounts
      Payable

            	 
      	
              -40.00

            	 
      	
              16,015.00

            
	 
      	 
      	
              Bill

            	 
      	
              10/31/2007

            	 
      	 
      	 
      	
              Accounts
      Payable

            	 
      	
              2,620.00

            	 
      	
              18,635.00

            
	 
      	 
      	
              Bill

            	 
      	
              10/31/2007

            	 
      	
              inv.Q4
      08-35

            	 
      	
              Accounts
      Payable

            	 
      	
              2,500.00

            	 
      	
              21,135.00

            
	 
      	 
      	
              Bill

            	 
      	
              01/31/2008

            	 
      	 
      	 
      	
              Accounts
      Payable

            	 
      	
              2,500.00

            	 
      	
              23,635.00

            
	 
      	 
      	
              Bill

            	 
      	
              01/31/2008

            	 
      	 
      	 
      	
              Accounts
      Payable

            	 
      	
              1,500.00

            	 
      	
              25,135.00

            
	 
      	 
      	
              Bill

            	 
      	
              01/31/2008

            	 
      	
              inv.Q4
      08-36

            	 
      	
              Accounts
      Payable

            	 
      	
              2,500.00

            	 
      	
              27,635.00

            
	 
      	 
      	
              Bill

            	 
      	
              02/01/2008

            	 
      	 
      	 
      	
              Accounts
      Payable

            	 
      	
              525.00

            	 
      	
              28,160.00

            
	 
      	 
      	
              Bill

            	 
      	
              03/01/2008

            	 
      	
              Q4

            	 
      	
              Accounts
      Payable

            	 
      	
              525.00

            	 
      	
              28,685.00

            
	 
      	 
      	
              Bill
      Pmt -Cheque

            	 
      	
              03/13/2008

            	 
      	
              140

            	 
      	
              Accounts
      Payable

            	 
      	
              -1,050.00

            	 
      	
              27,635.00

            
	 
      	 
      	
              Cheque

            	 
      	
              03/24/2008

            	 
      	
              142

            	 
      	
              Accounts
      Payable

            	 
      	
              -525.00

            	 
      	
              27,110.00

            
	 
      	 
      	
              Bill

            	 
      	
              04/01/2008

            	 
      	
              inv.Q4
      08-39

            	 
      	
              Accounts
      Payable

            	 
      	
              525.00

            	 
      	
              27,635.00

            
	
              Total
      Q4 Financial Group (USD)

            	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
              6,580.00

            	 
      	
              27,635.00

            
	
              XL
      (USD)

            	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
              4,000.00

            
	
              Total
      XL (USD)

            	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
              4,000.00

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
              TOTAL:

            	 
      	
              23,517.04

            	 
      	
              49,835.04

            


    

     

    Belmont/YZPI/Stock Purchase Agreement, Page 8 of  8

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      EXHIBIT
2

      


      WRITTEN
SHAREHOLDERS CONSENT

      IN
LIEU OF A SPECIAL MEETING

      


      In lieu
of a Special Meeting of the Shareholders of Yzapp International, Inc. a Nevada
corporation (the "Company"), the
undersigned, representing a majority of the shareholder(s) of the Company, take
the following actions by unanimous written consent; said actions to have the
same force and effect as if adopted at a meeting of the majority shareholders
duly called and held:

      


      WHEREAS, the Shareholders wish
to approve the transfer of a control block of common stock shares of the Company
to Belmont Partners, LLC;

      


      WHEREAS, the Shareholders wish
to approve of the appointment of Joseph Meuse as the sole Director and President
of the Company; and

      


      WHEREAS, the Shareholders wish
to accept the resignations of Brian Jaggard, Douglas Dunn and Carl Lacey as
Directors and/or officers of the Company.

      


      NOW,
THEREFORE, IT IS HEREBY RESOLVED AS FOLLOWS:

       

      
        	
                (a)  

              	
                the
      Shareholders approve the transfer of a control block of common stock
      shares of the Company to Belmont Partners,
LLC;

              


      

       

      
        	
                (b)  

              	
                the
      Shareholders approve the appointment Joseph Meuse as the sole Director of
      the Company;

              


      

       

      
        	
                (c)  

              	
                the
      Shareholders accept the resignations of Brian Jaggard, Douglas Dunn and
      Carl Lacey as Directors and/or officers of the
  Company;

              


      

       

      
        	
                (d)  

              	
                the
      transactions are hereby approved, ratified and
  confirmed.

              


      

       

      Each
Shareholder, by signing this Written Consent of the Shareholders in Lieu of a
Special Meeting, waives notice of the time, place and purpose of a special
Majority Shareholders meeting and agrees to the transaction of the business set
forth in this unanimous written consent in lieu of such meeting.

      


      IN WITNESS WHEREOF, we have
each signed this Written Consent of the Shareholders in Lieu of a Special
Meeting, which may be signed in one or more counterparts, each of which, when
taken together, shall constitute one and the same instrument, effective as of
the date executed below.

      


       

      
        	 	 	 	 
	By: Douglas Dunn,
      Majority Shareholder    	 	By: Brian Jaggard,
      Majority Shareholder	 
	Date: 	 	Date: 	 


      

       

      
        
           


        

        
          9

          
            

          

        

        
           


        

      


      EXHIBIT
3

      


      MEETING
OF THE BOARD OF DIRECTORS

      YZAPP
INTERNATIONAL, INC.

      


      A meeting
of the Board of Directors of Yzapp International, Inc. a Nevada corporation was
held on the date executed below.  Present at this meeting was Brian
Jaggard, Carl Lacey and Douglas Dunn.  Mr. Jaggard and Mr. Dunn acted
as the President and Secretary for the meeting.

      


      WHEREAS,
the Corporation has had no operations for some time; and

      


      WHEREAS,
the Corporation has been unable to provide any shareholder value for some time;
and

      


      WHEREAS,
the Corporation has been presented a new plan that will return value to the
shareholders; and

      


      WHEREAS,
the new plan requires full-time management and the deployment of capital
resources that current management can not accomplish; therefore

      


      BE IT
RESOLVED: That the Corporation appoints Joseph Meuse as the Director, as well as
President of the Corporation.

      


      BE IT
RESOLVED:  That the undersigned do hereby resign from all currently
held positions.

      


      BE IT
FURTHER RESOLVED:  That the Corporation does hereby fully authorize
and empower to transfer, endorse, sell, assign, set over, and deliver any and
all shares of stocks, bonds, debentures, notes and evidences of indebtedness, or
other securities now or hereafter standing in the name of or owned by this
corporate seal of this Corporation and any and all written instruments necessary
or proper to effectuate the authority hereby conferred.

      


      CERTIFICATION:

      We, Brian
Jaggard, Carl Lacey and Douglas Dunn, Board Members of the Corporation, hereby
certify that we are the sole Officers and Directors of the Corporation, all
other Officers and Directors having previously resigned.  In
additional we hereby certify that the above resolutions were adopted by the
Board of Directors of the Corporation at a duly constituted meeting in which a
full quorum was present and that said resolutions remain in full force and
effect and have not been rescinded.

      
 

      
         

        
          	 	 	 	 	 
	By: Brian
      Jaggard, Director     	 	By: Douglas Dunn,
      Director      	 	By: Carl Lacey,
      Director
	Date: 	 	Date: 	 	Date:
  


        

         

      

      
        
           


        

        
          10

          
            

          

        

        
           


        

      

       

      EXHIBIT
4

      


      RESIGNATION
FROM THE BOARD OF DIRECTORS OF

      


      YZAPP
INTERNATIONAL, INC.

      


      The
Corporation has been presented with a new plan that will return value to the
shareholders.  The implementation of that plan is in the best interest
of the Corporation, and requires that I resign as Director and/or
officer.  For these reasons I, Brian Jaggard, do hereby resign,
effective immediately, from all positions previously held in Yzapp
International, Inc.

      
 

      
         

        
          	 	 	 	 
	By: Brian
      Jaggard, Director	 	 	 
	Date: 	 	 	 


        

         

      


      
        
           


        

        
          11

          
            

          

        

        
           


        

      


      EXHIBIT
5

      


      RESIGNATION
FROM THE BOARD OF DIRECTORS OF

      


      YZAPP
INTERNATIONAL, INC.

      


      The
Corporation has been presented with a new plan that will return value to the
shareholders.  The implementation of that plan is in the best interest
of the Corporation, and requires that I resign as Director and/or
officer.  For these reasons I, Carl Lacey, do hereby resign, effective
immediately, from all positions previously held in Yzapp International,
Inc.

      


       

      
        
          	 	 	 	 
	By:  Carl
      Lacey, Director	 	 	 
	Date: 	 	 	 


        

         

      

       


      
        
           


        

        
          12

          
            

          

        

        
           


        

      


      EXHIBIT
6

      


      RESIGNATION
FROM THE BOARD OF DIRECTORS OF

      


      YZAPP
INTERNATIONAL, INC.

      


      The
Corporation has been presented with a new plan that will return value to the
shareholders.  The implementation of that plan is in the best interest
of the Corporation, and requires that I resign as Director and/or
officer.  For these reasons I, Douglas Dunn, do hereby resign,
effective immediately, from all positions previously held in Yzapp
International, Inc.

      


      


      
        


        


         

        
          	 	 	 
	By: Douglas
      Dunn, Director  	 	 
	Date: 	 	 


        

         

      

       

       

       

       

       

       

      13